UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 10-K/A
Amendment No. 2



xANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



|For the fiscal period ended | September 30, 2012
|--------------------------- | ------------------



OR



|o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------



For the transition period from _________________ to _______________



Commission File Number 001-35170



Universal
Business Payment SolutionsAcquisition Corporation(Exact name of registrant as specified in its charter)





|Delaware(State or other Jurisdiction ofIncorporation or Organization) | 90-0632274(I.R.S. EmployerIdentification No.)
|--------------------------------------------------------------------- | ---------------------------------------------



1175 Lancaster Avenue, Suite 100, Berwyn, PA 19312



(Address of Principal Executive Offices including zip code)





Registrant’s Telephone Number, Including Area Code (484) 324-7980



Securities Registered Pursuant to Section 12(g) of the Act:





Common Stock, $.001 par value per share





Name of each exchange on which registered: NASDAQ Capital Market







Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.  Yes  ̈  NO x



Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ̈  NO
x



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.  Yes x  NO  ̈



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).  Yes x NO
 ̈



Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.  ̈





Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition
of “accelerated filer,” “large accelerated filer,” and “smaller reporting company,” in Rule
12b-2 of the Exchange Act.



|Large accelerated filer ̈ | Accelerated filer ̈ | Non-accelerated filer ̈ | Smaller reporting companyx
|------------------------ | ------------------ | ---------------------- | --------------------------





Indicate by check mark whether the registrant is a shell company
as defined in Rule 12b-2 of the Act.  Yes  ̈  NO x



As of March 31, 2012, the aggregate market value of the registrant’s
voting stock held by non-affiliates was approximately $37 million based on the number of shares held by non-affiliates as of March
31, 2012, and the last reported sale price of the registrant’s common stock on March 31, 2012.



As of January 11, 2013, the latest practicable date, 11,519,094
shares of the registrant’s common stock, $.001 par value per share, were issued and outstanding











EXPLANATORY NOTE



We are filing this Amendment No. 2 to Form 10-K for the
fiscal year ended September 30, 2012 (“Amended Report”) pursuant to a SEC comment letter dated May 28, 2013. This
Amended Report is being filed to amend the disclosures in “Item 9A. Controls and Procedures” and “Item 15.
Exhibits, Financial Statement Schedules” of our Annual Report on Form 10-K for the fiscal year ended September
30, 2012 filed with the SEC on January 14, 2013 (“Original Report”). Item 15 has been changed solely to amend the
report of our independent registered accounting public accounting firm. This Amended Report may not reflect events occurring
after the filing of the Original Report, nor does it modify or update those disclosures presented therein, except with regard
to the modifications described in this Explanatory Note. Accordingly, this Amended Report should be read in conjunction with
the Original Report and our other reports filed with the SEC subsequent to the filing of our Original Report, including any
amendments to those filings.



In addition, pursuant to Rule 12b-15 under the Securities Exchange
Act of 1934, as a result of this Amended Report, the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
filed and furnished, respectively, as exhibits to the Original Report have been re-executed and re-filed as of the date of this
Amended Report and are included as exhibits hereto.



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TABLE OF CONTENTS



|                                                  |  | PAGE
|------------------------------------------------- |  | ----
|PART II.                                          |  |     
|                                                  |  |     
|Item 9A.  Controls and Procedures                 |  | 4   
|                                                  |  |     
|PART IV.                                          |  |     
|                                                  |  |     
|Item 15.  Exhibits, Financial Statement Schedules |  | 6   
|                                                  |  |     
|Signatures                                        |  | 9   



3









Item 9A. Controls and Procedures.



Evaluation of Disclosure Controls and Procedures



Under the supervision and with the participation of our management,
including our Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), we conducted an
evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2012, as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended.  Disclosure controls and procedures are
designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized,
and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and
communicated to our management, including our principal executive officer and principal financial officer or persons performing
similar functions, as appropriate to allow timely decisions regarding required disclosure.



Based upon this evaluation, our CEO and CFO have concluded that
our disclosure controls and procedures were not effective as of September 30, 2012.



Management’s Report on Internal Control over Financial
Reporting



Our management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Our internal control over
financial reporting refers to a process designed by, or under the supervision of, our CEO and CFO and effected by our board of
directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and
the preparation of our financial statements for external purposes in accordance with US GAAP.



Our internal control over financial reporting includes those
policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and
expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have
a material effect on the consolidated financial statements. Because of inherent limitations, our management recognized that disclosure
controls and procedures, no matter how well conceived and operated, can provide only a reasonable, not absolute, assurance that
the objectives of the disclosure controls and procedures are met.



Management assessed the effectiveness of our internal control
over financial reporting as of September 30, 2012, based on the criteria set forth by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) Framework to Internal Control Environment.



Management has concluded that it did not design and maintain
effective controls in that it did not employ an individual with the necessary qualifications to prepare a complete set of financial
statements and related footnotes in accordance with US GAAP including all applicable SEC pronouncements as of September 30, 2012.
Management concluded that this deficiency constitutes a material weakness in internal control over financial reporting. Due to
this material weakness, in preparing our financial statements for the year ended September 30, 2012, we performed additional analysis
and other post close procedures to ensure that such financial statements were stated fairly in all material respects in accordance
with US GAAP.



We do not believe the material weakness described above caused
any meaningful or significant misreporting of our financial condition and results of operations for the year ended September 30,
2012.





4







Management is pursuing the implementation of corrective measures
to address the material weakness described above. In an effort to remediate the previously identified material weakness and other
deficiencies and enhance our internal controls, we plan to increase our personnel resources and technical accounting expertise.



We believe the remediation measures described will be a step
towards remediating the material weakness we previously identified and in strengthening our internal control over financial reporting.
We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review
our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial
reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate
circumstances not to complete, certain of the remediation measures described above.



Changes in Internal Control over Financial Reporting



There has been no change in our internal controls over financial
reporting as defined in Rule 13a-15(f) under the Exchange Act identified in connection with the evaluation required by Rule 13a-15(d)
of the Exchange Act that occurred during the fourth quarter ended September 30, 2012, that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.



This Annual Report on Form 10-K does not include an attestation
report of our registered public accounting firm regarding internal controls over financial reporting. Management’s report
was not subject to the attestation by our registered public accounting firm pursuant to the rules of the SEC that permit only management’s
report in this Annual Report on Form 10-K.



5







Item 15. Exhibits, Financial Statement Schedules.



(a)(1)



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM





To the Audit Committee of the

Board of Directors and Shareholders

of Universal Business Payment Solutions
Acquisition Corporation



We have audited
the accompanying consolidated balance sheets ofUniversal Business Payment Solutions Acquisition Corporation and its Subsidiaries(collectively the “Company”) as of September 30, 2012 and 2011, and the related consolidated statements of operations,
changes in stockholders’ equity and cash flows for the year ended September 30, 2012, for the period from November 12, 2010
(inception) through September 30, 2011 and for the period from November 12, 2010 (inception) through September 30, 2012. These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.



We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.



In our opinion,
the financial statements referred to above present fairly, in all material respects, the financial position ofUniversal
Business Payment Solutions Acquisition Corporation and its Subsidiaries, as of September 30, 2012 and
2011, and the results of its operations and its cash flows for the year ended September 30, 2012, for the period from November
12, 2010 (inception) through September 30, 2011 and for the period from November 12, 2010 (inception) through September 30, 2012
in conformity with accounting principles generally accepted in the United States of America.





/s/ Marcum llp





Marcum llp

New York, NY
January 14, 2013



6







|       |                                                                 
|------ | ----------------------------------------------------------------
|(a)(3) | Exhibits:  See Exhibit Index appearing on page 8 of this report.



7









Exhibit Index



|ExhibitNo. |  | Document Description                                                                                                                                                                                              
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1       |  | Certification of the principal executive officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.               
|31.2       |  | Certification of the principal financial and accounting officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.



8









SIGNATURES



Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



|                    | UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION
|------------------- | ------------------------------------------------------------
|                    |                                                             
|Date: June 13, 2013 | By:                                                         
|                    | Name: Bipin C. Shah                                         
|                    | Title: Chief Executive Officer                              
|                    | (Principal Executive Officer)                               



Pursuant to the requirement of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.





|     | Signature                          |  | Title                                                          |  | Date         
|---- | ---------------------------------- |  | -------------------------------------------------------------- |  | -------------
|     |                                    |  |                                                                |  |              
|By:  | /s/ Bipin C. Shah                  |  | President, Chief Executive Officer and Director                |  | June 13, 2013
|     | Bipin C. Shah                      |  | (principal executive officer)                                  |  |              
|     |                                    |  |                                                                |  |              
|By:  | *                                  |  | Chief Financial Officer                                        |  | June 13, 2013
|     | Gregory M. Krzemien                |  | (principal financial officer and principal accounting officer) |  |              
|     |                                    |  |                                                                |  |              
|By:  | *                                  |  | Chief Marketing Officer and Secretary                          |  | June 13, 2013
|     | Peter Davidson                     |  |                                                                |  |              
|     |                                    |  |                                                                |  |              
|By:  | *                                  |  | Director                                                       |  | June 13, 2013
|     | Richard S. Braddock                |  |                                                                |  |              
|     |                                    |  |                                                                |  |              
|By:  | *                                  |  | Director                                                       |  | June 13, 2013
|     | Frederick S. Hammer                |  |                                                                |  |              
|     |                                    |  |                                                                |  |              
|By:  | *                                  |  | Director                                                       |  | June 13, 2013
|     | Jonathan M. Lubert                 |  |                                                                |  |              
|     |                                    |  |                                                                |  |              
|By:  | *                                  |  | Director                                                       |  | June 13, 2013
|     | Robert Palmer                      |  |                                                                |  |              
|     |                                    |  |                                                                |  |              
|By:  | *                                  |  | Director                                                       |  | June 13, 2013
|     | Arthur F. Ryan                     |  |                                                                |  |              
|     |                                    |  |                                                                |  |              
|*By: | /s/ Bipin C. Shah                  |  |                                                                |  |              
|     | Bipin C. Shah, as Attorney in Fact |  |                                                                |  |              







9